Miscellaneous Christoffersen Form

MISCELLANEOUS CHRISTOFFERSON FORM

This General Business Agreement ("Agreement") is entered into effective as of by and between Client Name: with address , and Service Provider Name: with address .

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform certain business services on the terms and conditions set forth herein; and

WHEREAS, Service Provider represents that it has the experience, personnel and ability to perform such services and agrees to perform the services in accordance with industry standards and the requirements of this Agreement; and

WHEREAS, the parties intend that this Agreement define their respective rights and obligations and to provide a basis for payment and performance.

SCOPE OF WORK

Service Provider shall perform the services described above and any additional tasks reasonably required to accomplish the objectives set forth. Service Provider shall provide qualified personnel, equipment and supervision as required to complete the services in a commercially reasonable and workmanlike manner.

PAYMENT TERMS

Total Contract Amount: $. All payments due under this Agreement are exclusive of applicable taxes, which shall be paid by Client unless a valid exemption applies.

Invoicing: Service Provider shall submit invoices in accordance with the payment schedule. Client shall pay undisputed amounts within days of receipt of an invoice. Disputed amounts must be identified in writing and will not waive Client's payment obligation for undisputed amounts.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed through the effective date of termination and for any non-cancellable obligations properly incurred by Service Provider prior to termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written, electronic or tangible, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The receiving party shall (i) use Confidential Information solely for the performance of this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (iii) not disclose Confidential Information to third parties except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) was known to the receiving party prior to receipt from the disclosing party as evidenced by written records, (iii) was received from a third party having the right to disclose it, or (iv) is independently developed without use of or reference to the disclosing party's Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the courts located in for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or modification of this Agreement shall be effective except by a written instrument signed by both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth above or to such other address as either party may designate by notice to the other.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, agency or joint venture relationship.

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